Page 21 of 40 COUNT 1 Unregistered Offer and Sale of Securities in Violation of Sections 5 and 12(a) of the Securities Act (Against All Defendants) 71. Plaintiffs incorporate by reference all paragraphs above as if fully set forth herein. 72. Defendants KJ and Latinum, and each of them, made use of means or instruments of transportation or communication in interstate commerce or of the mails, to offer to sell or to sell securities, or to carry or cause such securities to be carried through the mails or interstate commerce for the purpose of sale or for delivery after sale. 73. The Token investment that Defendants KJ and Latinum offered and sold to Plaintiffs is a security within the meaning of section 2(a)(1) of the Securities Act, 15 U.S.C. §77b(a)(1). 74. Plaintiffs purchased securities from Defendants. 75. No registration statements have been filed with the SEC or have been in effect with respect to any securities offered by Defendants. 76. By reason of the foregoing, each of the Defendants violated Sections 5(a), 5(c) and 12(a) of the Securities Act, 15 U.S.C. §§ 77e(a), 77e(c) and 77l(a). 77. As a direct and proximate result of Defendants’ offer or sale of unregistered securities, Plaintiffs have suffered damages in connection with their purchases of securities from Defendants. Case 2:22-cv-10208-RHC-JJCG ECF No. 1, PageID.21 Filed 02/01/22 Page 21 of 40
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